Strategic partnership and re-seller agreements with Aspect Software

Released: 4th February 2013Publisher: Aspect Software

eg solutions plc (“eg” or “the Company”; LSE-AIM: EGS), the back office optimisation software company, announces that it has signed a strategic partnership and re-seller agreement (“the Agreement”) with Aspect Software Inc. (“Aspect”), the global provider of customer contact and enterprise workforce optimisation solutions. In addition, Aspect, through its UK subsidiary, Aspect Software UK Limited ("Aspect UK") has agreed, conditional on admission of such shares to AIM ("Admission"), to subscribe for 1,712,392 ordinary shares of 1 penny each in the capital of the Company ("New Ordinary Shares") at a price of 73 pence per share ("Placing"). The agreement is for a 3 year period and shall automatically renew for successive one year periods unless 90 day's notice of termination is given by either party prior to the expiration of the then current term.

On Admission, the New Ordinary Shares will represent 10.69 per cent. of the issued share capital of the Company. The New Ordinary Shares will rank pari passu in all respects with the Company's existing issued Ordinary Shares. In the event that the New Ordinary Shares are not admitted to AIM by 8 a.m. on 8 February 2013, unless otherwise agreed by the parties, the Placing shall not proceed and neither party shall be under any further obligation to the other.

Under the Agreement Aspect will have exclusive distribution rights for the eg operational intelligence® software suite in Asia Pacific and the Americas and the rest of the world (other than Europe, the Middle East and Africa), and will work jointly with eg in Europe, the Middle East and Africa. The Company’s eg operational intelligence® software will also be integrated with Aspect’s eWorkforce Management and Performance Management products to provide a single back office optimisation solution.

Aspect will invest resources in sales, sales support and delivery, as well as providing 24x7 international support for eg’s global customers.

In addition to exclusivity for eg operational intelligence®, the Company will provide training and sales support, including awareness training for Aspect’s entire sales team and specialist training and sales support for its back office optimisation team.

Under the Agreement Aspect is entitled to appoint a non-executive director to the board of the Company and will announce details of the first appointment in due course.

Key terms of the PlacingThe Placing is governed by a placing letter, dated 4 February 2013, between eg and Aspect UK ("Placing Letter"). Under the terms of the Placing Letter, Aspect UK agrees to subscribe for the New Ordinary Shares as described above. Under the terms of the Placing Letter, the Company gives certain warranties to Aspect UK.

WarrantsIn addition to the subscription for the New Ordinary Shares, Aspect UK has been granted a conditional right to subscribe for up to 400,000 Ordinary Shares ("Warrants), such Warrants to be determined by the achievement of annual gross revenue targets (“Targets”) for the 395 days from the date of the Agreement ("Year 1") and the 12 months following Year 1 ("Year 2"). Subject to achieving the Targets, Aspect shall be granted Warrants over up to 200,000 Ordinary Shares for Year 1 and up to a further 200,000 Ordinary Shares for Year 2. Warrants shall be exercisable at a price of 79 pence per share. Once granted, Warrants may be exercised within two years of Year 1 or Year 2, as appropriate.

Relationship AgreementAspect UK and the Company have entered into a relationship agreement ("Relationship Agreement") to regulate the relationship between the parties and to provide each of the parties with certain rights. The key terms of the Relationship Agreement are:-

For so long as Aspect UK holds more than 10 per cent of the issued share capital of the Company and is not the subject of a change in control by a competitor of the Company, it shall be entitled to appoint, maintain in office and remove a director of the Company ("Aspect Director").

For so long as either: (a) Aspect UK is entitled to appoint an Aspect Director but such director has not been appointed or, if appointed, is not entitled to attend a meeting of the Board or a committee of the Board; or (b) if Aspect UK is not entitled to appoint an Aspect Director, the Company shall permit a representative designated by Aspect UK to attend as observer at all Board and committee Meetings;

The Aspect Director may not, unless otherwise agreed by the Board of eg, participate in any discussions or vote on any matter amounting to a related party transaction to which Aspect is a related party for the purposes of the AIM Rules or any matter relating to a claim to be brought by Aspect or any member of its group ("Aspect Group") against the Company.

Aspect UK undertakes to the Company to use its reasonable endeavours to ensure that eg and its group ("eg Group") is not prevented from carrying on its business independently of the Aspect Group and that all transactions between the eg Group and the Aspect Group are conducted on arm's length terms.

In the event of an offer for eg by a bona fide third party purchaser on arm's length terms, and a majority of the issued Ordinary Shares accept that offer such that would result in a change of control of eg, the eg Board shall have the option to require Aspect UK, subject inter alia to any such offer being declared unconditional in all respects and the price payable for all the Ordinary Share held by Aspect UK being not less than 90 percent of the aggregate price paid for all such Ordinary Shares, to transfer its Ordinary Shares to the bidder under the offer.

Aspect UK undertakes with eg that, for a period of 3 years from the date of the Relationship Agreement, it will not, and will procure any person acting in concert with it that it will not, directly or indirectly acquire, agree to acquire or take any option over any interest in any securities issued by the Company or any derivatives referenced to such securities or make any announcement with respect to any offer or any potential offer under the City Code on Takeovers and Mergers, in each case without the consent of the eg Board.

Aspect UK agrees that it shall not for a period of one year from the date of the Relationship Agreement dispose or agree to dispose of any Ordinary Shares without the prior written consent of the eg Board, and thereafter only to dispose of such shares through a bookrunner nominated by the Company, provided that if that bookrunner has not disposed of the Ordinary Shares within 10 business days of a request to do so, Aspect UK shall be free to dispose of such shares through a broker of its own choice.

The Relationship Agreement shall terminate on the Aspect Group ceasing to hold three per cent. or more of the Ordinary Shares in issue, the Ordinary Shares ceasing to be admitted to AIM or eg being the subject of a change in control.

Elizabeth Gooch, eg’s Chief Executive Officer, commented: “We are delighted with this strategic partnership and re-seller agreement. Aspect is totally committed to the rapidly emerging back office optimisation market and recognises eg’s technology and product leadership in satisfying the requirements of this new market.

Both companies are totally aligned in approach to back office WFM and performance management. Together we offer a single solution to manage work and optimise resources both within and between the front and back office.

We are now able to take full advantage of this major growth opportunity and accelerate the expansion of our customer base and geographic reach, as well as strengthen our capabilities for existing customers. This partnership will enable us to secure further contracts with our global clients and rapidly increase distribution of our products and services. Combined with the strategic client wins we have secured over the past 12 months the partnership will transform the financial prospects of the Company.”

Spence Mallder, Senior Vice President, General Manager of the Workforce Optimization division and Chief Technology Officer at Aspect said: “Aspect will now be able to seamlessly orchestrate the people and processes that flow within and between the back office and front office to optimise how service is delivered. eg’s domain expertise in the back office, along with the most open and flexible work distribution solution on the market, made them a natural strategic partner for Aspect. The complementary software and expertise of eg and Aspect create a very powerful process optimisation solution that efficiently delivers a cohesive, customer-delighting service experience.”

The combined solution of Aspect and eg can help customers realise these savings by:

minimising repeat calls for the contact centre that arise from back office inefficiencies;

providing visibility into throughput, resource performance, quality of work and overall performance of all resources affecting customer deliverables;

managing back office knowledge workers and output against KPIs; and

automating common processes to enforce best practices and minimise error and inefficiency.

Trading UpdateDuring the second half of the year ended 31 January 2013, the company has undertaken extensive work on pilot projects with new clients secured at the start of the year.

However, in view of the discussions that have been taking place with Aspect, which were required to provide global software and other support to these clients, the deployment of various projects beyond the pilot stage has been delayed.

As a result, revenue for the year ending 31 January 2013 is expected to be significantly below market expectations at £4.81 million (2012: £4.71million). Following the completion of the Aspect Agreement, it is expected the projects will move to full implementation with the previously anticipated revenues falling into the current year ending 31 January 2014.

The results for the year ended 31 January 2013 will be announced on 20 March 2013.